● Desktop Metal is a leader in mass production and turnkey
additive manufacturing solutions, offering the fastest metal 3D
printing technology in the market, up to 100x the speed of legacy
technologies(1)
● The additive manufacturing industry is estimated to grow from
$12 billion to $146 billion this decade as it shifts from
prototyping to mass production
● Desktop Metal to become publicly listed through a business
combination with Trine (NYSE:TRNE)
● Combined company to have an estimated post-transaction equity
value of up to $2.5 billion and will remain listed on the NYSE
under the ticker symbol “DM” following expected transaction close
in the fourth quarter of 2020
● Transaction to provide up to $575 million in gross proceeds,
comprised of Trine’s $300 million of cash held in trust (assuming
no redemptions) and a $275M fully committed common stock PIPE at
$10.00 per share, including investments from Miller Value Partners,
XN, Baron Capital Group, Chamath Palihapitiya, JB Straubel, and HPS
Investment Partners
● Leo Hindery, Jr., legendary technology investor and operator,
to join Desktop Metal’s board
● All significant Desktop Metal shareholders including, Lux
Capital, NEA, Kleiner Perkins, Ford Motor Company, GV (formerly
Google Ventures) and Koch Disruptive Technologies will retain their
equity holdings through Desktop Metal’s transition into the
publicly listed company
Desktop Metal, Inc. (“Desktop Metal” or the “Company”) a leader
in mass production and turnkey additive manufacturing solutions,
announced today it will become a publicly listed company in order
to accelerate its growth trajectory within the rapidly growing
additive manufacturing market and capitalize on the strong secular
tailwinds supporting the reshoring of manufacturing and supply
chain flexibility. The Company has signed a definitive business
combination agreement with Trine Acquisition Corp. (NYSE: TRNE), a
special purpose acquisition company led by Leo Hindery, Jr. and HPS
Investment Partners, a global credit investment firm with over $60
billion in assets under management. Upon closing of the
transaction, the combined operating company will be named Desktop
Metal, Inc. and will continue to be listed on the New York Stock
Exchange and trade under the ticker symbol “DM.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20200826005382/en/
Shop System™ is an additive manufacturing
solution targeted at the machine shop market and designed for
serial, mid-volume production runs of fully dense and
customer-ready metal parts - up to tens of thousands annually.
(Photo: Business Wire)
The additive manufacturing industry grew at a 20 percent annual
compound rate between 2006 and 2016 before accelerating to 25
percent compound annual growth over the last 3 years, a rate that
is expected to continue over the next decade as the market surges
from $12 billion in 2019 to an estimated $146 billion in 2030. This
market inflection is being driven by a shift in applications from
design prototyping and tooling to mass production of end-use parts,
enabled by the emergence of what Desktop Metal refers to as
“Additive Manufacturing 2.0,” a wave of next-generation additive
manufacturing technologies that unlock throughput, repeatability,
and competitive part costs. These solutions feature key innovations
across printers, materials, and software and pull additive
manufacturing into direct competition with conventional processes
used to manufacture $12 trillion in goods annually.
Desktop Metal’s cash on hand after giving effect to the
transaction will enable the Company to capitalize on its position
at the forefront of Additive Manufacturing 2.0 by accelerating the
Company’s rapid growth and product development efforts. The Company
will also use the proceeds to support constructive consolidation in
the additive manufacturing industry.
Led by an experienced team with deep operational and scientific
pedigree, Desktop Metal has distribution in more than 60 countries
around the world and broad adoption from leading companies spanning
array of industries, including automotive, consumer products,
industrial automation, medical devices, and aerospace &
defense.
Desktop Metal is ready to rapidly deploy its full suite of
additive manufacturing solutions to existing and new customers on a
global basis. The Company’s broad product portfolio includes the
Studio System™, an office-friendly metal 3D printing system for low
volume production, which has been shipping in volume for more than
a year, as well as the new Shop System™ for mid-volume
manufacturing and its continuous fiber composite printer, Fiber™,
both of which are expected to ship in the fourth quarter of 2020.
The Company’s Production System™, which has begun shipping to early
customers and is expected to ship in volume in the second half of
2021, is designed to be the fastest way to 3D print metal parts
at-scale, achieving print speeds up to 100x faster than legacy
technologies and delivering thousands of parts per day at costs
competitive with traditional manufacturing.
“We are at a major inflection point in the adoption of additive
manufacturing, and Desktop Metal is leading the way in this
transformation,” said Co-founder, Chairman & Chief Executive
Officer of Desktop Metal, Ric Fulop. “Our solutions are designed
for both massive throughput and ease of use, enabling organizations
of all sizes to make parts faster, more cost effectively, and with
higher levels of complexity and sustainability than ever before. We
are energized to make our debut as a publicly traded company and
begin our partnership with Trine, which will provide the resources
to accelerate our go-to-market efforts and enhance our relentless
efforts in R&D.”
Leo Hindery, Jr., Chairman & Chief Executive Officer of TRNE
added, “After evaluating more than 100 companies, we identified
Desktop Metal as the most unique and compelling opportunity, a
company that we believe is primed to be the leader in a rapidly
growing industry thanks to their substantial technology moat, deep
customer relationships across diverse end-markets, and impressive,
recurring unit economics. Ric has put together an exceptional team
and board of directors with whom we are excited to partner to
create the only publicly traded pure-play Additive Manufacturing
2.0 company."
Tom Wasserman, Director of TRNE and Managing Director of HPS
Investment Partners added, “We are thrilled to partner with Ric and
Desktop Metal to help the Company achieve its goals and capture the
massive Additive Manufacturing 2.0 opportunity. Thanks to its
tremendous team, we believe Desktop Metal has incredible potential
for future growth, which will only be accelerated by the extensive
financial resources provided by this transaction."
Transaction Overview
Pursuant to the transaction, TRNE, which currently holds $300
million in cash in trust, will combine with Desktop Metal at an
estimated $2.5 billion pro forma equity value. Assuming no
redemptions by TRNE’s existing public stockholders, Desktop Metal’s
existing shareholders will hold approximately 74 percent of the
issued and outstanding shares of common stock immediately following
the closing of the business combination.
Cash proceeds in connection with the transaction will be funded
through a combination of TRNE’s cash in trust and a $275 million
fully committed common stock PIPE at $10.00 per share, including
investments from funds and affiliates of Miller Value Partners, XN,
Baron Capital Group, Chamath Palihapitiya, JB Straubel, and HPS
Investment Partners.
The boards of directors of both Desktop Metal and TRNE have
unanimously approved the proposed transaction. Completion of the
proposed transaction is subject to approval of Trine and Desktop
Metal stockholders and other closing conditions, including a
registration statement being declared effective by the Securities
and Exchange Commission, and is expected to be completed in the
fourth quarter of 2020.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by TRNE today
with the Securities and Exchange Commission and available at
www.sec.gov.
Advisors
Credit Suisse is serving as the exclusive capital markets
advisor to Desktop Metal and as sole private placement agent to
TRNE. BTIG, LLC is serving as financial and capital markets advisor
to TRNE. Latham & Watkins LLP is serving as legal advisor to
Desktop Metal, and Paul, Weiss, Rifkind, Wharton & Garrison LLP
is serving as legal advisor to TRNE. ICR is serving as investor
relations and communications advisor to Desktop Metal.
Investor Conference Call
Desktop Metal and TRNE will host a joint investor conference
call to discuss the business and the proposed transaction today,
August 26, 2020, at 8:00 AM ET.
To listen to the conference call via telephone, dial
1-877-407-4018 or 1-201-689-8471 (international callers/U.S. toll)
and enter the conference ID number 13708990. To listen to the
webcast, please click here. A replay of the call will be accessible
at the webcast link.
For Desktop Metal investor relations website, visit
www.desktopmetal.com/investors.
About Desktop Metal
Desktop Metal, Inc., based in Burlington, Massachusetts, is
accelerating the transformation of manufacturing with an expansive
portfolio of 3D printing solutions, from rapid prototyping to mass
production. Founded in 2015 by leaders in advanced manufacturing,
metallurgy, and robotics, the company is addressing the unmet
challenges of speed, cost, and quality to make Additive
Manufacturing an essential tool for engineers and manufacturers
around the world. Desktop Metal was selected as one of the world’s
30 most promising Technology Pioneers by the World Economic Forum
and named to MIT Technology Review’s list of 50 Smartest
Companies.
For more information, visit www.desktopmetal.com.
About Trine Acquisition Corp
Trine Acquisition Corp is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities.
For more information, visit www.trineacquisitioncorp.com.
Forward Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Desktop Metal, Inc. ("Desktop") and
Trine Acquisition Corp. ("Trine"), including statements regarding
the benefits of the transaction, the anticipated timing of the
transaction, the services offered by Desktop and the markets in
which it operates, and Desktop’s projected future results. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Trine’s securities, (ii) the risk that the transaction may not
be completed by Trine’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by Trine, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the agreement and plan of merger by the
shareholders of Trine and Desktop, the satisfaction of the minimum
trust account amount following redemptions by Trine’s public
shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the agreement and plan of merger,
(vi) the effect of the announcement or pendency of the transaction
on Desktop’s business relationships, performance, and business
generally, (vii) risks that the proposed transaction disrupts
current plans of Desktop and potential difficulties in Desktop
employee retention as a result of the proposed transaction, (viii)
the outcome of any legal proceedings that may be instituted against
Desktop or against Trine related to the agreement and plan of
merger or the proposed transaction, (ix) the ability to maintain
the listing of Trine’s securities on the New York Stock Exchange,
(x) the price of Trine’s securities may be volatile due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Desktop plans to operate, variations
in performance across competitors, changes in laws and regulations
affecting Desktop’s business and changes in the combined capital
structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and
(xii) the risk of downturns in the highly competitive additive
manufacturing industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Trine’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, the registration statement on Form S-4 and proxy
statement/consent solicitation statement/prospectus discussed below
and other documents filed by Trine from time to time with the U.S.
Securities and Exchange Commission (the “SEC”). These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Desktop and Trine assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Desktop nor Trine gives any assurance that either Desktop or Trine
will achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Desktop
and Trine. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Trine intends to file a
registration statement on Form S-4 that will include a proxy
statement of Trine, a consent solicitation statement of Desktop and
a prospectus of Trine. The proxy statement/consent solicitation
statement/prospectus will be sent to all Trine and Desktop
stockholders. Trine also will file other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of Trine and Desktop are
urged to read the registration statement, the proxy
statement/consent solicitation statement/prospectus and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/consent solicitation
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Trine through the website maintained
by the SEC at www.sec.gov. In addition, the documents filed by
Trine may be obtained free of charge from Trine’s website at
www.trineacquisitioncorp.com or by written request to Trine at
Trine Acquisition Corp., 405 Lexington Avenue, 48th Floor, New
York, NY 10174.
Participants in the Solicitation
Trine and Desktop and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Trine’s stockholders in connection with the proposed
transaction. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/consent solicitation statement/prospectus regarding the
proposed transaction. You may obtain a free copy of these documents
as described in the preceding paragraph.
(1)
Based on published speeds of binder
jetting and laser powder bed fusion systems comparable to the
Production System™ available as of August 25, 2020 and using
comparable materials and processing parameters.
View source
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Press Contacts
For Desktop Metal Investor / Media
Relations Lynda McKinney press@desktopmetal.com
Investor Relations Mike Callahan /
Tom Cook DesktopMetalIR@icrinc.com
For Trine Acquisition Corp. Pierre
Henry phenry@trineacquisitioncorp.com
For HPS Investment Partners Prosek
Partners Mike Geller / Josh Clarkson mgeller@prosek.com /
jclarkson@prosek.com
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